Master Services Agreement | Supahuman

These General Terms set out the terms and conditions on which Supahuman Limited provides Products and Services to you and constitute Master Services terms. These terms apply to customers in New Zealand and Australia.

1. Definitions and Interpretation

1.1 Definitions

In these General Terms, unless the context requires otherwise:

"Agreement" means these General Terms together with any Statement of Work and any written variations agreed between the parties.

"AI Platform" means the Supahuman AI software platforms, including AI Workspace, Studio, and Student Coach, and all features, tools, and interfaces provided as part of the Services.

"AI Workspace" means the Supahuman AI-powered workspace for content development and management.

"Studio" means the Supahuman AI-powered content development platform for creating educational materials.

"Student Coach" or "Coach" means the Supahuman AI-powered learner support platform.

"Australian Consumer Law" means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

"Business Day" means Monday to Friday inclusive, excluding national public holidays in New Zealand or Australia (as applicable to the Customer's location) and applicable regional holidays.

"Charges" means the fees for Products and Services as set out in the relevant SOW or as otherwise agreed in writing.

"Confidential Information" means all information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information, including technical, business, financial, and operational information.

"Consumer Guarantees Act" means the Consumer Guarantees Act 1993 (NZ).

"Customer" or "you" means the entity or person acquiring Products or Services from Supahuman Limited.

"Customer Data" means all data, content, and materials uploaded to or processed through the AI Platform by or on behalf of the Customer.

"Customer-Owned IP" means intellectual property created specifically for the Customer under this Agreement, including Customer Data, AI training datasets created from Customer Data, custom workflows, and documentation developed exclusively for the Customer.

"Effective Date" means the date on which this Agreement is signed by both parties.

"Force Majeure Event" means any event or circumstance beyond the reasonable control of a party, including: (a) acts of God, earthquake, fire, flood, storm, or other natural disaster; (b) war, terrorism, civil unrest, or government action; (c) epidemic or pandemic; (d) failure of telecommunications or power supply; (e) cyber attacks attributable to state actors; or (f) any other event beyond reasonable control, but excluding failure to pay Charges.

"Initial Term" means the initial subscription period specified in the SOW.

"Licence Entitlement" means the number of user licences or seats included in your subscription as specified in the SOW.

"Loss" means any loss, claim, action, damage, liability, cost, expense, penalty, or outgoing suffered, paid, or incurred.

"Privacy Laws" means the Privacy Act 2020 (NZ), the Privacy Act 1988 (Cth), the Australian Privacy Principles, and any other applicable privacy legislation.

"Products" means all hardware, software, and other goods supplied by Supahuman Limited to the Customer.

"Professional Services" means consulting, implementation, customisation, training, and other professional services provided by Supahuman Limited.

"Related Company" has the meaning given in the Companies Act 1993 (NZ), read as if it includes any body corporate incorporated under the law of any jurisdiction.

"Renewal Term" means each successive subscription period following the Initial Term.

"Services" means all services supplied by Supahuman Limited to the Customer, including Subscription Services, Professional Services, and any Products provided as part of a Service.

"Software" means all software supplied by Supahuman Limited, including the AI Platform.

"SOW" or "Statement of Work" means a statement of work, service schedule, order form, or similar document that describes the Services to be provided and forms part of this Agreement.

"Subscription Services" means access to and use of the AI Platform on a subscription basis.

"Subscription Start Date" means the date on which the Subscription Services are activated following granting access for customer testing.

"Supahuman Limited", "we", "us", or "our" means Supahuman Limited (NZBN 9429050314928) or any of its Related Companies.

"Supahuman-Owned IP" means all intellectual property owned by Supahuman Limited, including the AI Platform, system architecture, core AI models, algorithms, methodologies, templates, and any technology developed independently of this Agreement.

1.2 Interpretation

In these General Terms, unless the context requires otherwise:

(a) a reference to a clause is a reference to a clause of these General Terms;

(b) headings are for convenience only and do not affect interpretation;

(d) a reference to legislation includes any amendment, re-enactment, or replacement; and

(e) where a word or phrase is defined, other grammatical forms have a corresponding meaning.

2. Supply of Products and Services

2.1 Scope

We will supply the Products and Services to you as agreed in writing or as set out in the applicable SOW. Any amendment to Product or Service orders must be agreed by both parties in writing.

2.2 Timelines

We will use all reasonable endeavours to meet agreed timelines for completion of Services. You acknowledge that our ability to meet these timelines may depend on you:

(a) providing required information in a timely manner;

(b) participating promptly in reviewing materials we produce;

(d) completing onboarding tasks within 2 Business Days of notification.

2.3 Customer Obligations

You are responsible for:

(a) ensuring the Services and deliverables fit your business needs;

(b) timely responses, providing necessary access to information, personnel, and resources;

(d) complying with your internal procedures relevant to the Services; and

(e) ensuring compliance with all applicable laws in the relevant jurisdiction(s).

2.4 Site Policies

We will comply with your reasonable on-site policies and procedures where applicable and notified to us in advance. We reserve the right to adjust our Charges where any policy causes us to incur additional costs.

3. Subscription Services

3.1 Grant of Access

Subject to payment of the applicable Charges and compliance with this Agreement, we grant you a non-exclusive, non-transferable right to access and use the Subscription Services during the Term for your internal business purposes.

3.2 Term and Renewal

The Initial Term begins on the Subscription Start Date and continues for the period specified in the SOW. Following the Initial Term, this Agreement will automatically renew for successive one-year Renewal Terms unless either party provides at least 30 days' written notice prior to the end of the then-current term (or such other period as specified in the SOW).

3.3 Fee Changes on Renewal

We will provide at least 30 days' written notice of any fee changes for an upcoming Renewal Term (or such other period as specified in the SOW).

3.4 Termination Effects

Upon termination or expiry of the Agreement:

(a) full access to the Subscription Services will cease at the end of the applicable term;

(b) any outstanding Charges will become immediately due and payable;

(d) for 30 days following termination, the platform will remain accessible in read-only mode solely to facilitate retrieval of Customer-Owned IP; and

(e) after the 30-day period, we will delete Customer Data in accordance with our data retention policy, unless otherwise required by law.

3.5 Acceptable Use

You agree not to:

(a) use the Services for any unlawful purpose or in violation of any applicable laws;

(b) attempt to reverse engineer, decompile, or disassemble any part of the Software;

(d) attempt to gain unauthorised access to the Services or related systems;

(e) use the Services to transmit malicious code or harmful content; or

(f) sublicense, resell, or redistribute the Services without our prior written consent.

3.6 Licence Entitlement and True-Up

Your Licence Entitlement is specified in the SOW. We monitor active licence usage and will invoice you for any licences consumed above your entitlement, calculated on a pro-rata basis at your existing per-licence rate and payable in accordance with clause 7.3.

4. Professional Services

4.1 Delivery

We will perform Professional Services with reasonable skill and care using personnel with the necessary expertise and experience. Professional Services are provided on a time and materials basis unless otherwise specified in the SOW.

4.2 Time Recording

We will accurately record time spent on project tasks, including development, consulting, project management, and travel time directly associated with the project.

4.3 Expenses

Expenses incurred directly in relation to the project (such as travel, accommodation, and third-party vendor costs) will be billed at cost. We will seek approval for any individual expense exceeding NZD $200 prior to the expense being incurred.

4.4 Changes in Scope

Any significant changes to the project scope that may affect the overall cost will be discussed and agreed in writing through a Charge Request. Each Charge Request will outline the required changes and associated costs and, once approved, will constitute a variation to this Agreement.

4.5 Review and Acceptance

You agree to review any Services or deliverables provided. Where they do not materially meet the requirements specified in the SOW, we may at our option:

(a) replace or re-perform that part at no additional cost; or

(b) refund an appropriate portion of the Charges paid for that part.

5. Intellectual Property

5.1 Customer-Owned IP

All deliverables created specifically for you under this Agreement—including Customer Data, AI training datasets derived from Customer Data, custom workflows, documentation, and any features developed exclusively for you—are Customer-Owned IP. Upon full payment of all applicable fees, all rights, title, and interest in Customer-Owned IP will transfer to you.

5.2 Supahuman-Owned IP

All intellectual property owned by Supahuman Limited prior to this Agreement, or developed independently—including the AI Platform, system architecture, core AI models, libraries, templates, algorithms, methodologies, and any technology not unique to you—remains our sole property (Supahuman-Owned IP).

5.3 Licence to Use Supahuman-Owned IP

We grant you a non-exclusive, non-transferable, royalty-free licence to use any Supahuman-Owned IP embedded in or required for the operation of Customer-Owned IP, limited to the Term unless otherwise agreed. You may not modify, reverse-engineer, or create derivative works from Supahuman-Owned IP without our prior written consent.

5.4 Residual Knowledge

We may use general skills, ideas, concepts, techniques, and know-how (Residuals) gained while performing the Services, provided such use does not disclose your Confidential Information or infringe on Customer-Owned IP.

5.5 Third Party IP

You authorise us to act on your behalf to licence to you any applicable third-party intellectual property rights as set out in the relevant SOW. You agree to use any third-party intellectual property included in a deliverable subject to the applicable third-party licence terms.

5.6 IP Indemnity

We will indemnify you against any Loss directly arising from any third-party claim alleging that the performance of the Services or your use of the deliverables infringes that third party's intellectual property rights. You must notify us promptly of any such claim, and we may handle the claim's defence at our option. You will provide reasonable assistance and not do anything to prejudice the settlement or defence of any claim.

6. AI Content and Compliance

6.1 Content Designed for Compliance

Our AI-generated content is engineered to align with established standards, moderation criteria, and best practices for the vocational education and training sectors across New Zealand and Australia. We design outputs to meet regulatory expectations from the outset.

6.2 Customer Customisation

You are free to edit and adapt AI-generated content to suit your specific context, starting from a compliance-oriented foundation.

6.3 Responsibility for Modifications

While our content is designed for accuracy and compliance, we cannot guarantee compliance for content that has been modified by you. Where you alter outputs in ways that deviate from original standards, responsibility for ensuring ongoing compliance sits with you.

6.4 Human-in-the-Loop

All AI-generated content is intended to support, not replace, human review and decision-making. You are responsible for final review and approval of all content before use.

7. Charges and Payment

7.1 Payment of Charges

You will pay the Charges for Products and Services as indicated on our invoice or as set out in the SOW. All Charges are exclusive of GST and any other applicable taxes, which will be added to invoices.

7.2 Invoicing

Unless otherwise specified in the SOW:

(a) Professional Services fees are invoiced monthly in arrears;

(b) Subscription Services fees are invoiced annually in advance; and

7.3 Payment Terms

Unless otherwise specified, all payments must be made in full without set-off or deduction within 14 days following the invoice date.

7.4 Price Adjustments

We may adjust our standard rates from time to time. If additional costs arise after the date of quotation (such as exchange rate fluctuations or supplier price increases), our price to you may adjust accordingly. However, any rates specified as fixed in the SOW will remain fixed for the specified period.

7.5 Late Payment

If you fail to pay any undisputed invoice when due, we may:

(a) charge interest on the overdue amount at a rate of our applicable bank overdraft rate plus 5% per annum, calculated daily from the due date; and

(b) withhold further Products or Services until the debt is fully paid.

7.6 Payment Default Events

In the event that:

(a) any amount payable is overdue or you fail to meet any other obligation;

(b) you commit or suffer any insolvency event;

(d) you materially breach these General Terms,

then, in addition to our other remedies, we may cancel any unperformed part of any contract, and all amounts outstanding will immediately become due and payable.

8. Confidentiality

8.1 Use and Disclosure

Each party may only use the other's Confidential Information for the proper performance of its obligations under this Agreement. Each party must keep the other's Confidential Information secure in accordance with reasonable security practices and must not disclose it except:

(a) as required for proper performance of this Agreement, on a confidential basis;

(b) to its employees, contractors, and professional advisers who need to know, on a confidential basis; or

8.2 Notification

Each party will inform the other as soon as practicable if they become aware or suspect that there has been any unauthorised disclosure of Confidential Information.

8.3 Return or Destruction

At the end of this Agreement or upon earlier request, each party will return or destroy (at the other's option) the other party's Confidential Information and all copies, other than information required to be retained for audit, regulatory, or legal purposes.

9. Data Protection and Privacy

9.1 Compliance with Privacy Laws

Each party will comply with all applicable Privacy Laws when processing personal information in connection with this Agreement.

9.2 Customer Data

As between the parties, you retain all rights in Customer Data. We will only process Customer Data as necessary to provide the Services and in accordance with your instructions.

9.3 Data Collection

For the purposes of providing Products and Services, you will ensure we may:

(a) collect relevant information (including personal information) we reasonably require from you, your personnel, or third parties; and

(b) hold and process that information for the purpose of performing our obligations, in accordance with applicable Privacy Laws.

9.4 Data Security

We will ensure that information provided is collected, held, and used securely (to the same standards as we use for our own confidential and personal data), only for the purpose for which it was collected, and in accordance with our Privacy Policy (available on our website).

9.5 Australian Privacy Principles

Where the Privacy Act 1988 (Cth) applies, we will comply with the Australian Privacy Principles in our handling of personal information.

10. Service Levels

10.1 Availability

The AI Platform is engineered for 99.9% monthly uptime. Real-time status, historical availability, and incident reports are published at https://supahuman.statuspage.io/.

10.2 Support Response Times

We provide support during Business Hours (09:00–17:00 Monday to Friday, New Zealand time, excluding public holidays) through in-app support and email (help@supahuman.ai). Response times by severity:

Severity	Description	Response Time	Channel
P1 – Critical	Service unavailable for all users or data loss/corruption with no workaround	≤ 4 business hours	In-app support, email
P2 – High	Major feature impaired or severe performance degradation; no reasonable workaround	≤ 8 business hours	In-app support, email
P3 – Normal	Minor feature malfunction, intermittent issue, or reasonable workaround available	≤ 1 business day	In-app support, email
P4 – Low	Cosmetic issue, enhancement request, or how-to question	≤ 2 business days	In-app support, email

10.3 Escalation

P1 issues are worked continuously until the service is restored or a viable workaround is provided.

11. Limitation of Liability

11.1 Liability Cap

Subject to clauses 11.4 and 11.5, and to the extent permitted by law, the maximum aggregate liability of each party under or in connection with this Agreement will be:

(a) for liability relating to breach of privacy, confidentiality, or security obligations: two times the Charges paid or payable under the relevant SOW during the 12 months immediately before the liability arose; or

(b) for all other liability: the Charges paid or payable under the relevant SOW during the 12 months immediately before the liability arose, less any amount paid for third-party intellectual property, equipment, or Products.

11.2 Excluded Losses

To the extent permitted by law, neither party will be liable for:

(a) any indirect or consequential Loss, even if advised of the possibility;

(b) any loss of profit, business, revenue, anticipated savings, goodwill, or opportunity; or

11.3 Exceptions to Cap

The limitations in clauses 11.1 and 11.2 do not apply to liability arising from:

(a) breach of intellectual property obligations under clause 5;

(b) fraud; or

11.4 No Exclusion of Non-Excludable Rights

Nothing in this Agreement excludes or limits any liability that cannot lawfully be excluded or limited, including:

(a) in New Zealand, non-excludable guarantees under the Consumer Guarantees Act 1993 for goods or services ordinarily acquired for personal, domestic, or household use; and

(b) in Australia, non-excludable guarantees under the Australian Consumer Law.

11.5 Consumer Guarantees – Business Acquisition

If you are acquiring the Products or Services for business purposes (as defined in the Consumer Guarantees Act 1993 or Australian Consumer Law), you agree that the consumer guarantees in those Acts do not apply. If they do apply and cannot be excluded, our liability for breach is limited (to the extent permitted) to:

(a) for Services: re-supplying the services or paying the cost of re-supply; and

(b) for Products: replacing the Products, supplying equivalent Products, repairing the Products, or paying the cost of replacement or repair.

11.6 Mitigation

Each party will take reasonable steps to mitigate any Loss for which it is entitled to claim against the other.

11.7 Exclusions from Liability

Supahuman Limited will not be liable for any matter where you or your personnel have:

(a) acted or omitted to act in a way that causes us to breach this Agreement;

(b) given an instruction or direction that would cause us to breach the law, this Agreement, or a third-party agreement; or

12. Term and Termination

12.1 Term

These General Terms continue to apply for as long as we provide Products and Services to you. Each SOW starts on the date specified in it and continues for the Term specified.

12.2 Termination for Convenience

Either party may terminate these General Terms or a SOW (but not an accepted order) on 90 days' prior written notice.

12.3 Termination for Cause

Either party may terminate immediately on written notice if the other party:

(a) is in material default of this Agreement, the default is capable of remedy, and within 30 days of receiving written notice, has not remedied or tabled a reasonably acceptable plan to remedy the default;

(b) is in material default of this Agreement and the breach is not capable of remedy; or

12.4 Effect of Termination

Termination of this Agreement does not affect any rights or obligations accrued prior to termination. Clauses that by their nature should survive termination will survive, including clauses relating to intellectual property, confidentiality, limitation of liability, and governing law.

13. Non-Solicitation and Non-Hire

13.1 Restriction

During the Term and for 18 months following expiry or termination of this Agreement for any reason (the "Restricted Period"), the Customer must not, without the prior written consent of Supahuman Limited:

(a) directly or indirectly solicit, recruit, approach, induce, or encourage any Covered Person (as defined in clause 13.2) to leave or reduce their engagement with Supahuman Limited;

(b) employ, engage, or contract with any Covered Person in any capacity — including as an employee, independent contractor, consultant, adviser, director, or through any corporate vehicle, intermediary, recruitment agency, or related entity — whether or not the Customer initiated contact; or

(c) cause, encourage, or procure any third party to take any action that would, if taken by the Customer directly, constitute a breach of clauses 13.1(a) or (b).

13.2 Covered Persons

For the purposes of this clause, a "Covered Person" means any person who, at any point during the 24 months prior to the relevant act:

(a) was an employee, director, contractor, or agent of Supahuman Limited; and

(b) had material contact with the Customer or its representatives, or was involved in the delivery of Products or Services to the Customer.

The Customer acknowledges this scope is proportionate, given that Covered Persons will have acquired detailed knowledge of the Customer's operations, requirements, and Confidential Information, and that Supahuman Limited has made substantial investment in their training, development, and capability.

13.3 Liquidated Damages

The parties acknowledge that Supahuman Limited's personnel are billable professionals engaged in specialist AI delivery work. The primary measure of loss arising from a breach of this clause is therefore lost and impaired billable revenue, not salary cost alone. The parties agree that the following represents a genuine pre-estimate of that loss and is not a penalty.

Upon breach of this clause, the Customer will pay Supahuman Limited, within 14 days of invoice, the greater of:

(a) the Revenue-Based Formula:

An amount calculated as follows:

(i) the Daily Billable Rate of the Covered Person, multiplied by 130 working days; plus

(ii) an amount equal to 25% of the Covered Person's annual base salary or annualised contractor rate as a recruitment and replacement contribution,

where "Daily Billable Rate" means the higher of: (A) the rate at which the Covered Person's time was charged to clients under any SOW during the 6 months prior to the breach or departure; and (B) NZD $2,200 per day, being Supahuman Limited's standard minimum billable day rate as at the date of this Agreement; or

(b) the Salary-Based Floor:

An amount equal to 50% of the Covered Person's total annual remuneration (inclusive of base salary or annualised contractor rate, plus regular allowances, commissions, or bonuses) as at the date of the breach or departure,

whichever of (a) or (b) produces the higher figure.

The 130-day multiplier reflects the parties' agreed estimate of the minimum period during which a replacement hire will operate at materially reduced productivity, having regard to: the specialist nature of Supahuman Limited's AI delivery work; the client-specific context, configuration knowledge, and methodology held by Covered Persons; and the ramp time required before a replacement reaches equivalent billable output. The parties acknowledge this is a conservative estimate of the total revenue impact.

This payment is in addition to, and does not limit, any other remedy available to Supahuman Limited.

13.4 Cascade and Severability

If any part of this clause is found to be unenforceable as written, the parties agree the court or arbitrator may apply this clause as if the Restricted Period read:

(a) 18 months replaced by 12 months; or, if still unenforceable,

(b) 12 months replaced by 6 months,

in each case with all other provisions of this clause remaining in full force and effect.

13.5 Notification Obligation

The Customer must notify Supahuman Limited in writing within 5 Business Days of becoming aware that any Covered Person has:

(a) approached the Customer seeking employment or engagement; or

(b) submitted an application, whether solicited or unsolicited, for any role or engagement with the Customer or any related entity.

Failure to notify within this period constitutes a separate material breach of this Agreement, independent of any breach of clauses 13.1 or 13.2, and does not limit any remedy otherwise available to Supahuman Limited.

13.6 Equitable Relief

The Customer acknowledges that a breach or threatened breach of this clause may cause Supahuman Limited harm for which monetary compensation alone is not an adequate remedy. Supahuman Limited may seek injunctive relief or other equitable remedies from any court of competent jurisdiction without prejudice to any other rights or remedies available, and without being required to post security or prove actual damage.

14. Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under this Agreement where the delay or failure is caused by a Force Majeure Event. The affected party must notify the other party as soon as practicable and use reasonable endeavours to mitigate the effect of the Force Majeure Event.

15. Brand Usage

You grant us the right to use your brand on our website and marketing materials for the purpose of promoting our services. Your brand will be represented accurately and in accordance with any brand guidelines you provide. This right continues for the duration of our business relationship and can be revoked with 30 days' written notice.

16. General

16.1 Waiver

If either party does not exercise a right at any time in connection with a default, this does not mean the right is waived or cannot be exercised later.

16.2 Severability

If any provision of this Agreement is declared invalid, unenforceable, or illegal, that provision may be severed without affecting the enforceability of the remaining provisions.

16.3 Variations

These General Terms may be varied by us from time to time by notifying you in writing. Any variation only applies to future services. In the event of conflict between these General Terms and the terms of any SOW, the SOW prevails.

16.4 Subcontracting

A party may subcontract the performance of its obligations only with the prior written consent of the other party (not to be unreasonably withheld), except that we may subcontract to our Related Companies without your prior consent.

16.5 Entire Agreement

This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, understandings, or arrangements. You confirm that you are not relying on any representation except as expressly set out in this Agreement.

16.6 Assignment

Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, except that we may assign this Agreement to a Related Company or in connection with a merger, acquisition, or sale of substantially all of our assets.

16.7 Notices

Any notice under this Agreement must be in writing and delivered to the address specified in the SOW (or as otherwise notified). Notices may be delivered by hand, post, or email, and are deemed received:

(a) if delivered by hand, on the date of delivery;

(b) if sent by post, 3 Business Days after posting (or 10 Business Days for international post); or

(c) if sent by email, when the sender receives confirmation of delivery or, if no confirmation, 24 hours after sending (unless an error message is received).

17. Governing Law and Jurisdiction

17.1 New Zealand Customers

For customers based in New Zealand, this Agreement is governed by and construed in accordance with the laws of New Zealand. Both parties submit to the non-exclusive jurisdiction of the New Zealand courts.

17.2 Australian Customers

For customers based in Australia, this Agreement is governed by and construed in accordance with the laws of New South Wales, Australia. Both parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

18. Document Precedence

Unless expressly stated otherwise in a higher-precedence document, if there is any inconsistency or conflict between the documents that form this Agreement, they prevail in the following order (each prevailing over the documents that follow it to the extent of the conflict only):

(i) any written variation, amendment, or change order signed by both parties after its effective date;

(ii) any Statement of Work (including its schedules and annexures);

(iii) these General Terms (including schedules and annexures);

(iv) Supahuman Limited's published terms at https://www.supahuman.com/legals/terms-conditions; and

(v) any purchase order or other document issued by the Customer.

All non-conflicting provisions in lower-precedence documents remain in full force and effect.